Anti-Bribery & Corruption Policy

  1. Each Party represents that it is familiar with (i) the South African Prevention and Combatting of Corrupt Activities Act, 12 of 2004, (ii) the U.S. Foreign Corrupt Practices Act 1977, (iii) the UK Bribery Act 2010, (iv) other public and commercial anti-bribery laws which may apply and (v) international anti-corruption treaties such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption) (“Anti-Bribery Laws”).


  1. Each Party represents that its performance vis-à-vis the envisaged and/or existing mandate/s, agreements and all business related activities between the Parties and/or third parties and government officials (“Engagement Activities”) have been and will be made in compliance with the Anti-Bribery Laws.


  1. Each Party warrants that it and its affiliates have not made, offered, or authorised and will not make, offer, or authorise with respect to all Engagement Activities, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any officer or employee of the other party or any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organisation) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate the applicable Anti Bribery Laws.


  1. Neither Party shall make any unofficial payment to a government employee/s to speed up an administrative process where the outcome is already pre-determined (facilitation payment) in the performance of its obligations in pursuance of Engagement Activities.


  1. Each Party agrees to maintain adequate internal controls and to keep accurate and complete records that support the payments due and all transactions pertaining to all Engagement Activities.


  1. Each Party represents that, to the best of its knowledge and belief, and save as disclosed to the other Parties, neither it nor any of its personnel have been investigated (or is being investigated or is subject to a pending or threatened investigation) or is involved in an investigation (as a witness or suspect) in relation to any breach of the Anti-Bribery Laws by any law enforcement, regulatory or other governmental agency or any customer or supplier; or has admitted to; or been found by a court in any jurisdiction to have engaged in, any breach of the Anti-Bribery Laws, or been debarred from bidding for any contract or business; or are public officials or persons who might otherwise reasonably be considered likely to assert a corrupt or illegal influence on behalf of the company. Each Party agrees that if, at any time, it becomes aware that any of the representations set out in this Policy are no longer correct, it will notify the other Parties of this immediately in writing.


  1. Each Party (the “Indemnifying Party”) shall be liable for and shall indemnify, defend and hold the other (the “Indemnified Party”) harmless to the maximum extent provided in law from and against any claims, losses, costs, fees, payment of interest, fines or other liabilities incurred in connection with or arising from the investigation of, or defence against, any litigation or other judicial, administrative, or other legal proceedings brought against the Indemnified Party by a regulator or governmental enforcement agency as a result of acts or omissions by the Indemnifying Party or its Affiliates, subcontractors or agents in violation of, or alleged to be in violation of, the Anti-Bribery Laws.


  1. Any breach of, or failure to comply with, the provisions of this Policy shall be deemed material and shall entitle the non-breaching Party to terminate all Engagement Activities forthwith.


  1. The indemnity contained in this Policy shall survive the termination of all Engagement Activities.


  1. Unless otherwise expressly provided for in this Policy and/or any other agreement reduced

to writing:


  1. no Party shall have the authority to represent and/or make decisions on behalf of the other Party or Parties.
  2. no Party shall have the right to interact with government officials with respect to the matters which pertain or are the subject of any of the Engagement Activities without the written consent of the other Party or Parties.


  1. Each Party may request that the other Party or Parties provide a certification to the effect that neither it nor any of its affiliates, directors, officers, agents or other representatives acting on its behalf in connection with the performance under all Engagements Activities have been engaged in any transaction or activity in violation of these Anti-Bribery Laws. Upon request a Party shall deliver such certification within 10 business days.